Releases of Guarantees. In the event of (i) the release by the lenders under all Indebtedness of the Company and other Guarantors of all guarantees of (including all Liens on the property and assets of such Guarantor relating thereto) such Indebtedness by a Guarantor, (ii) a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of Capital Stock of any Guarantor in compliance with this Indenture such that such Guarantor is no longer a Restricted Subsidiary of the Company, (iii) proper designation of such Guarantor as an Unrestricted Subsidiary, (iv) Legal or Covenant Defeasance in accordance with this Indenture, (v) satisfaction and discharge under Article 11 of this Indenture, or (vi) dissolution of such Guarantor provided that no Default or Event of Default has occurred and is continuing, then in each case such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect of the foregoing, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its Obligation under its Subsidiary Guarantee. Any Guarantor not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, premium, if any, interest on the Notes and for the other Obligations of such Guarantor under this Indenture as provided in this Article 10.
Appears in 1 contract
Samples: Indenture (Gulfmark Offshore Inc)
Releases of Guarantees. In the event of (i) the release by the lenders under all Indebtedness of the Company and other Guarantors of all guarantees of (including all Liens on the property and assets of such Guarantor relating thereto) such Indebtedness by a Guarantor, (ii) a any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the Capital Stock of any Guarantor Guarantor, in compliance with this Indenture each case to a Person that is not (either before or after giving effect to such that such Guarantor is no longer transactions) a Restricted Subsidiary of the Company, (ii) any Restricted Subsidiary that is a Guarantor is designated as an Unrestricted Subsidiary or (iii) proper designation a release of a Guarantor from its guarantee of, and all pledges and security interests granted in connection with the Credit Agreement, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor or release from the Credit Agreement or designation as an Unrestricted Subsidiary, ) or the corporation acquiring the property (iv) Legal in the event of a sale or Covenant Defeasance in accordance with this Indenture, (v) satisfaction and discharge under Article 11 other disposition of this Indenture, all or (vi) dissolution substantially all of the assets of such Guarantor provided that no Default or Event of Default has occurred and is continuing, then in each case such Guarantor Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee and Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the foregoingthis Indenture, including without limitation Section 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor from its Obligation obligations under its Subsidiary Note Guarantee. Any Guarantor not released from its Obligations obligations under its Subsidiary Note Guarantee shall will remain liable for the full amount of principal of, premium, if any, of and interest on the Notes and for the other Obligations obligations of such any Guarantor under this Indenture as provided in this Article 1011.
Appears in 1 contract
Samples: Metaldyne Corp
Releases of Guarantees. In the event The Guarantee of a Guarantor will be automatically and unconditionally released: (i1) the release by the lenders under all Indebtedness of the Company and other Guarantors of all guarantees of (including all Liens on the property and assets of such Guarantor relating thereto) such Indebtedness by a Guarantorin connection with any sale, (ii) a sale transfer or other disposition (including by merger, consolidation, amalgamation, distribution, dividend or otherwise) of all or substantially all of the assets of any Guarantor, by way of merger, consolidation such Guarantor to a Person that is not (either before or otherwise, after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition is conducted in accordance with Sections 4.10 and 5.01(b), as applicable; (2) in connection with any sale, transfer or other disposition (including by merger, consolidation, amalgamation, distribution, dividend or otherwise) of all of the Capital Stock of any Guarantor in compliance with this Indenture such that Guarantor, following which such Guarantor is no longer a Restricted Subsidiary of the Company, (iii) proper designation of such Guarantor as an Unrestricted Subsidiary, (iv) Legal if the sale or Covenant Defeasance other disposition is conducted in accordance with this IndentureSections 4.10 and 5.01(b), as applicable; (v3) satisfaction and discharge under upon Legal Defeasance, Covenant Defeasance or Discharge in accordance with Article 11 of this Indenture, or 8; (vi4) dissolution of such Guarantor provided that no Default or unless an Event of Default has occurred and is continuing, then in each case upon the dissolution or liquidation of such Guarantor will be released and relieved of any obligations under its in compliance with Section 5.01(b); or (5) if the Company designates such Guarantor as an Unrestricted Subsidiary Guarantee and or an Immaterial Subsidiary in accordance with this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any of the foregoingconditions described in the foregoing clauses (1) through (5) has occurred, the Trustee shall execute any documents reasonably required requested by the Company at the Company’s expense in order to evidence the release of any Guarantor from its Obligation obligations under its Subsidiary Guarantee. Any Guarantor not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal ofof and interest, premium, if any, interest on and Additional Amounts, if any, on, the Notes and for the other Obligations obligations of such Guarantor under this Indenture as provided in this Article 10.
Appears in 1 contract
Samples: Vantage Drilling International
Releases of Guarantees. In the event of (i) the release by the lenders under all Indebtedness of the Company and other Guarantors of all guarantees of (including all Liens on the property and assets of such Guarantor relating thereto) such Indebtedness by a Guarantor, (ii) a sale or other disposition of all or substantially all of the assets of any GuarantorGuarantor (other than Jefferson Corp.), by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor in compliance with this Indenture such that (other than Jefferson Corp.), then such Guarantor is no longer (in the event of a Restricted Subsidiary sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Company, (iii) proper designation Capital Stock of such Guarantor as an Unrestricted Subsidiary, Guarantor) or the corporation acquiring the property (iv) Legal in the event of a sale or Covenant Defeasance in accordance with this Indenture, (v) satisfaction and discharge under Article 11 other disposition of this Indenture, all or (vi) dissolution substantially all of the assets of such Guarantor provided Guarantor) shall be released and relieved of any Obligations under its Guarantee and the Collateral Documents; PROVIDED that (i) immediately after giving effect to such transaction, no Default or Event of Default has shall have occurred and is continuing, then be continuing or would occur as a consequence thereof and (ii) the Net Proceeds of such sale or other disposition are applied in each case such Guarantor will be released and relieved accordance with the applicable provisions of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and Opinion of Counsel, to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the foregoingthis Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its Obligation obligations under its Subsidiary GuaranteeGuarantee and the Collateral Documents. Any Guarantor not released from its Obligations obligations under its Subsidiary Guarantee and the Collateral Documents shall remain liable for the full amount of principal of, premiumpremium and Liquidated Damages, if any, and interest on the Notes and for the other Obligations of such any Guarantor under this Indenture as provided in this Article 100. Nothing herein shall relieve the Company from its obligations to apply the proceeds of an Asset Sale as provided in Section 4.10 hereof.
Appears in 1 contract
